VISA INC. (Exact name of Registrant as specified in its charter)

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 10-Q þquarterly REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR otransition REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number VISA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) P.O. Box 8999 San Francisco, California (Address of principal executive offices) (Zip Code) (650) (Registrant s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of large accelerated filer, accelerated filer, smaller reporting company, and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer þ Accelerated filer o Smaller reporting company o Non-accelerated filer o (Do not check if a smaller reporting company.) Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ As of April 20, 2018 there were 1,786,163,789 shares of class A common stock, par value $ per share, 245,513,385 shares of class B common stock, par value $ per share, and 12,237,369 shares of class C common stock, par value $ per share, of Visa Inc. outstanding.

2 VISA INC. TABLE OF CONTENTS PART I. Financial Information 3 Page Item 1. Financial Statements (unaudited) 3 Consolidated Balance Sheets March 31, 2018 and September 30, Consolidated Statements of Operations Three and Six Months Ended March 31, 2018 and Consolidated Statements of Comprehensive Income Three and Six Months Ended March 31, 2018 and Consolidated Statements of Cash Flows Six Months Ended March 31, 2018 and Notes to Consolidated Financial Statements (unaudited) 7 Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3. Quantitative and Qualitative Disclosures About Market Risk 32 Item 4. Controls and Procedures 32 PART II. Other Information 33 Item 1. Legal Proceedings 33 Item 1A. Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33 Item 3. Defaults Upon Senior Securities 33 Item 4. Mine Safety Disclosures 33 Item 5. Other Information 33 Item 6. Exhibits 34 Signatures 35 2

3 ITEM 1. Financial Statements PART I. FINANCIAL INFORMATION VISA INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) Assets March 31, 2018 September 30, 2017 (in millions, except par value data) Cash and cash equivalents $ 8,142 $ 9,874 Restricted cash U.S. litigation escrow (No te 2) 884 1,031 Investment securities (Note 3): Trading Available-for-sale 3,483 3,482 Settlement receivable 2,501 1,422 Accounts receivable 1,259 1,132 Customer collateral (Note 5) 1,250 1,106 Current portion of client incentives Prepaid expenses and other current assets Total current assets 18,536 19,023 Investment securities, available-for-sale (Note 3) 2,602 1,926 Client incentives Property, equipment and technology, net 2,366 2,253 Other assets 1,063 1,226 Intangible assets, net 28,537 27,848 Goodwill 15,372 15,110 Total assets $ 69,042 $ 67,977 Liabilities Accounts payable $ 136 $ 179 Settlement payable 3,052 2,003 Customer collateral (Note 5) 1,250 1,106 Accrued compensation and benefits Client incentives 2,512 2,089 Accrued liabilities 1,241 1,129 Current maturities of long-term debt (Note 4) 1,749 Accrued litigation (Note 11) Total current liabilities 9,551 9,994 Long-term debt (Note 4) 16,624 16,618 Deferred tax liabilities 5,110 5,980 Deferred purchase consideration 1,367 1,304 Other liabilities 2,287 1,321 Equity Total liabilities 34,939 35,217 Preferred stock, $ par value, 25 shares authorized and 5 shares issued and outstanding as follows: Series A convertible participating preferred stock, none issued (Note 7) Series B convertible participating preferred stock, 2 shares issued and outstanding at March 31, 2018 and September 30, 2017 (the UK&I preferred stock ) (Note 7) 2,295 2,326 Series C convertible participating preferred stock, 3 shares issued and outstanding at March 31, 2018 and September 30, 2017 (the Europe preferred stock ) (Note 7) 3,181 3,200 Class A common stock, $ par value, 2,001,622 shares authorized, 1,790 and 1,818 shares issued and outstanding at March 31, 2018 and September 30, 2017, respectively (Note 7) Class B common stock, $ par value, 622 shares authorized, 245 shares issued and outstanding at March 31, 2018 and September 30, 2017 (Note 7) Class C common stock, $ par value, 1,097 shares authorized, 12 and 13 shares issued and outstanding at March 31, 2018 and September 30, 2017, respectively (Note 7) Right to recover for covered losses (Note 2) (6) (52) Additional paid-in capital 16,713 16,900 Accumulated income 10,192 9,508

4 Accumulated other comprehensive income (loss), net: Investment securities, available-for-sale Defined benefit pension and other postretirement plans (77) (76) Derivative instruments classified as cash flow hedges (51) (36) Foreign currency translation adjustments 1, Total accumulated other comprehensive income, net 1, Total equity 34,103 32,760 Total liabilities and equity $ 69,042 $ 67,977 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 3

5 VISA INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED ) Three Months Ended March 31, Six Months Ended March 31, Operating Revenues (in millions, except per share data) Service revenues $ 2,253 $ 1,993 $ 4,399 $ 3,911 Data processing revenues 2,127 1,843 4,274 3,735 International transaction revenues 1,752 1,469 3,418 2,958 Other revenues Client incentives (1,289) (1,031) (2,615) (2,072) Net operating revenues 5,073 4,477 9,935 8,938 Operating Expenses Personnel ,503 1,275 Marketing Network and processing Professional fees Depreciation and amortization General and administrative Litigation provision (Note 11) 2 17 Total operating expenses 1,737 1,669 3,272 3,030 Operating income 3,336 2,808 6,663 5,908 Non-operating Income (Expense) Interest expense (153) (135) (307) (275) Other Total non-operating expense (119) (106) (207) (227) Income before income taxes 3,217 2,702 6,456 5,681 Income tax provision (Note 10) 612 2,272 1,329 3,181 Net income $ 2,605 $ 430 $ 5,127 $ 2,500 Basic earnings per share (Note 8) Class A common stock $ 1.12 $ 0.18 $ 2.19 $ 1.04 Class B common stock $ 1.84 $ 0.30 $ 3.61 $ 1.71 Class C common stock $ 4.46 $ 0.72 $ 8.76 $ 4.15 Basic weighted-average shares outstanding (Note 8) Class A common stock 1,798 1,854 1,805 1,857 Class B common stock Class C common stock Diluted earnings per share (Note 8) Class A common stock $ 1.11 $ 0.18 $ 2.19 $ 1.04 Class B common stock $ 1.84 $ 0.29 $ 3.60 $ 1.71 Class C common stock $ 4.46 $ 0.72 $ 8.74 $ 4.14 Diluted weighted-average shares outstanding (Note 8) Class A common stock 2,337 2,406 2,345 2,413 Class B common stock Class C common stock

6 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 4

7 VISA INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended March 31, Six Months Ended March 31, (in millions) Net income $ 2,605 $ 430 $ 5,127 $ 2,500 Other comprehensive income (loss), net of tax: Investment securities, available-for-sale: Net unrealized gain Income tax effect (9) (7) (12) (8) Reclassification adjustment for net (gain) loss realized in net income 1 (28) 1 Income tax effect 10 Defined benefit pension and other postretirement plans: Net unrealized actuarial loss and prior service credit (2) (5) (2) (5) Income tax effect Amortization of actuarial loss and prior service credit realized in net income Income tax effect (7) (9) Derivative instruments classified as cash flow hedges: Net unrealized (loss) gain (41) (49) (42) 25 Income tax effect 2 11 (3) 4 Reclassification adjustment for net loss realized in net income Income tax effect (3) (3) (5) (5) Foreign currency translation adjustments (584) Other comprehensive income (loss), net of tax (522) Comprehensive income $ 3,130 $ 819 $ 5,977 $ 1,978 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 5

8 VISA INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended March 31, (in millions) Operating Activities Net income $ 5,127 $ 2,500 Adjustments to reconcile net income to net cash provided by operating activities: Client incentives 2,615 2,072 Share-based compensation (Note 9) Depreciation and amortization of property, equipment, technology and intangible assets Deferred income taxes (945) 1,700 Right to recover for covered losses recorded in equity (Note 2) (4) (163) Charitable contribution of Visa Inc. shares (Note 10) 192 Other (13) 23 Change in operating assets and liabilities: Settlement receivable (1,039) (1,946) Accounts receivable (113) (40) Client incentives (2,177) (2,306) Other assets (103) (301) Accounts payable (26) (83) Settlement payable Accrued and other liabilities 975 (35) Accrued litigation (Note 11) (152) 15 Net cash provided by operating activities 5,582 2,904 Investing Activities Purchases of property, equipment, technology and intangible assets (354) (317) Investment securities, available-for-sale: Purchases (2,342) (1,083) Proceeds from maturities and sales 1,771 3,972 Acquisition of business, net of cash received (196) (302) Purchases of / contributions to other investments (16) (2) Net cash (used in) provided by investing activities (1,137) 2,268 Financing Activities Repurchase of class A common stock (Note 7) Repayments of long-term debt (Note 4) Dividends paid (Note 7) (3,850) (3,469) (1,750) (948) (795) Payments from litigation escrow account U.S. retrospective responsibility plan (Note 2 and Note 11) 150 Cash proceeds from issuance of common stock under employee equity plans Restricted stock and performance-based shares settled in cash for taxes (88) (66) Net cash used in financing activities (6,383) (4,243) Effect of exchange rate changes on cash and cash equivalents 206 (121) (Decrease) increase in cash and cash equivalents (1,732) 808 Cash and cash equivalents at beginning of period 9,874 5,619 Cash and cash equivalents at end of period $ 8,142 $ 6,427 Supplemental Disclosure Income taxes paid, net of refunds $ 1,197 $ 1,611 Interest payments on debt (Note 4) $ 276 $ 244 Accruals related to purchases of property, equipment, technology and intangible assets $ 21 $ 37 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 6

9 Note 1 Summary of Significant Accounting Policies VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2018 (UNAUDITED) Organization. Visa Inc. ("Visa" or the "Company") is a global payments technology company that enables fast, secure and reliable electronic payments across more than 200 countries and territories. Visa and its wholly-owned consolidated subsidiaries, including Visa U.S.A. Inc. ("Visa U.S.A."), Visa International Service Association ("Visa International"), Visa Worldwide Pte. Limited, Visa Europe Limited ("Visa Europe"), Visa Canada Corporation, Visa Technology & Operations LLC and CyberSource Corporation, operate one of the world s largest retail electronic payments networks VisaNet which facilitates authorization, clearing and settlement of payment transactions and enables the Company to provide its financial institution and merchant clients a wide range of products, platforms and value-added services. VisaNet also offers fraud protection for account holders and assured payment for merchants. Visa is not a bank and does not issue cards, extend credit or set rates and fees for account holders on Visa products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa's financial institution clients. Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company consolidates its majority-owned and controlled entities, including variable interest entities ("VIEs") for which the Company is the primary beneficiary. The Company s investments in VIEs have not been material to its consolidated financial statements as of and for the periods presented. All significant intercompany accounts and transactions are eliminated in consolidation. The accompanying unaudited consolidated financial statements are presented in accordance with the U.S. Securities and Exchange Commission (SEC) requirements for Quarterly Reports on Form 10-Q and, consequently, do not include all of the annual disclosures required by U.S. GAAP. Reference should be made to the Visa Annual Report on Form 10-K for the year ended September 30, 2017 for additional disclosures, including a summary of the Company s significant accounting policies. In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the interim periods presented. Recently Issued and Adopted Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of goods or services to customers. The ASU replaces existing revenue recognition guidance in U.S. GAAP. Subsequently, the FASB also issued a series of amendments to the new revenue standard. The Company will adopt the standard effective October 1, 2018, and expects to adopt the standard using the modified retrospective transition method. The Company expects that the new standard will primarily impact recognition timing for certain fixed incentives and price discounts provided to clients, and the classification of certain client incentives between contra revenues and operating expenses. The impact of the new standard to future financial results is unknowable as it is not possible to estimate the impact to the recognition of new customer contracts which may be executed in future periods. The Company has completed an assessment of its existing customer contracts through March 31, Application of the new standard to consolidated financial statements for the first two quarters of fiscal 2018 would not have resulted in a material impact. The Company will continue to assess the impact of the new standard as new customer contracts are executed going forward. In March 2016, the FASB issued ASU , which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815, Derivatives and Hedging, does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The Company adopted the standard effective October 1, The adoption did not have a material impact on the consolidated financial statements. 7

10 VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In March 2016, the FASB issued ASU , which clarifies the requirements for assessing whether contingent call/put options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment is required to assess the embedded call/put options solely in accordance with a four-step decision sequence. The Company adopted the standard effective October 1, The adoption did not have a material impact on the consolidated financial statements. In March 2016, the FASB issued ASU , which eliminates the requirement that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The equity method investor is required to add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The Company adopted the standard effective October 1, The adoption did not have a material impact on the consolidated financial statements. In February 2018, the FASB issued ASU , which allows a reclassification from accumulated other comprehensive income to retained earnings for adjustments to tax effects that were originally recorded in other comprehensive income due to changes in the U.S. federal corporate income tax rate resulting from the enactment of the U.S. tax reform legislation, commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Company will adopt the standard effective October 1, The adoption is not expected to have a material impact on the consolidated financial statements. In March 2018, the FASB issued ASU to insert the SEC's interpretive guidance from Staff Accounting Bulletin No. 118 into the income tax accounting codification under U.S. GAAP. The ASU permits companies to use provisional amounts for certain income tax effects of the Tax Act during a one-year measurement period. The provisional accounting impacts for the Company may change in future reporting periods until the accounting analysis is finalized, which will occur no later than the first quarter of fiscal Note 2 U.S. and Europe Retrospective Responsibility Plans U.S. Retrospective Responsibility Plan Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation referred to as the "U.S. covered litigation" are paid. The escrow funds are held in money market investments along with interest income earned, less applicable taxes and are classified as restricted cash on the consolidated balance sheets. The balance of the escrow account was $0.9 billion at March 31, 2018 and $1.0 billion at September 30, The Company paid $150 million from the litigation escrow account during the six months ended March 31, See Note 11 Legal Matters. The accrual related to the U.S. covered litigation could be either higher or lower than the litigation escrow account balance. The Company did not record an additional accrual for the U.S. covered litigation during the six months ended March 31, See Note 11 Legal Matters. Europe Retrospective Responsibility Plan Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (the "VE territory covered litigation"). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (the "VE territory covered losses") through a periodic adjustment to the class A common stock conversion rates applicable to the UK&I and Europe preferred stock. VE territory covered losses are recorded in "right to recover for covered losses" within equity before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than 20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in "right to recover for covered losses" as contra-equity is then recorded against the book value of the preferred stock within stockholders' equity. During the six months ended March 31, 2018, the Company recovered $50 million of VE territory covered losses through adjustments to the class A common stock conversion rates applicable to the UK&I and Europe preferred stock, from and , respectively, at September 30, 2017 to and , respectively, at March 31,

11 VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table sets forth the activities related to VE territory covered losses in preferred stock and "right to recover for covered losses" within equity during the six months ended March 31, VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 11 Legal Matters. Preferred Stock UK&I Europe Right to Recover for Covered Losses (in millions) Balance as of September 30, 2017 $ 2,326 $ 3,200 $ (52) VE territory covered losses incurred (4) Recovery through conversion rate adjustment (31) (19) 50 Balance as of March 31, 2018 $ 2,295 $ 3,181 $ (6) The following table sets forth the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred shares recorded in stockholders' equity within the Company's unaudited consolidated balance sheet as of March 31, 2018 and September 30, (1) March 31, 2018 September 30, 2017 As-Converted Value of Book Value of Preferred Stock (2) Preferred Stock As-Converted Value of Preferred Stock (3) Book Value of Preferred Stock (in millions) UK&I preferred stock $ 3,847 $ 2,295 $ 3,414 $ 2,326 Europe preferred stock 5,246 3,181 4,634 3,200 Total 9,093 5,476 8,048 5,526 Less: right to recover for covered losses (6) (6) (52) (52) Total recovery for covered losses available $ 9,087 $ 5,470 $ 7,996 $ 5,474 (1) Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers. (2) The as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the UK&I and Europe preferred stock outstanding, respectively, as of March 31, 2018 ; (b) and , the class A common stock conversion rate applicable to the UK&I and Europe preferred stock as of March 31, 2018, respectively; and (c) $119.62, Visa's class A common stock closing stock price as of March 31, (3) The as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the UK&I and Europe preferred stock outstanding, respectively, as of September 30, 2017 ; (b) and , the class A common stock conversion rate applicable to the UK&I and Europe preferred stock as of September 30, 2017, respectively; and (c) $105.24, Visa's class A common stock closing stock price as of September 30,

12 VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 3 Fair Value Measurements and Investments Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis Assets Cash equivalents and restricted cash: March 31, 2018 Fair Value Measurements Using Inputs Considered as Level 1 Level 2 September 30, 2017 Money market funds $ 6,141 $ 5,935 (in millions) March 31, 2018 September 30, 2017 U.S. government-sponsored debt securities $ 272 $ 2,870 Investment securities, trading: Equity securities Investment securities, available-for-sale: U.S. government-sponsored debt securities 3,641 3,663 U.S. Treasury securities 2,284 1,621 Equity securities Prepaid and other current assets: Foreign exchange derivative instruments Total $ 8,679 $ 7,762 $ 3,925 $ 6,551 Liabilities Accrued liabilities: Foreign exchange derivative instruments $ 82 $ 98 Total $ $ $ 82 $ 98 There were no transfers between Level 1 and Level 2 assets during the six months ended March 31, Level 1 assets measured at fair value on a recurring basis. Money market funds, publicly-traded equity securities and U.S. Treasury securities are classified as Level 1 within the fair value hierarchy, as fair value is based on quoted prices in active markets. Level 2 assets and liabilities measured at fair value on a recurring basis. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. The pricing data obtained from outside sources is reviewed internally for reasonableness, compared against benchmark quotes from independent pricing sources, then confirmed or revised accordingly. Foreign exchange derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. There were no substantive changes to the valuation techniques and related inputs used to measure fair value during the six months ended March 31, Assets Measured at Fair Value on a Non-recurring Basis Non-marketable equity investments and investments accounted for under the equity method. These investments are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity, and the fact that inputs used to measure fair value are unobservable and require management's judgment. When certain events or circumstances indicate that impairment may exist, the Company revalues the investments using various assumptions, including the financial metrics and ratios of comparable public companies. There were no significant impairments during the six months ended March 31, 2018 or These investments totaled $109 million and $94 million at March 31, 2018 and September 30, 2017, respectively, and are classified in other assets on the consolidated balance sheets. 10

13 VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Non-financial assets and liabilities. Long-lived assets such as goodwill, indefinite-lived intangible assets, finite-lived intangible assets, and property, equipment and technology are considered non-financial assets. The Company does not have any non-financial liabilities measured at fair value on a non-recurring basis. Finite-lived intangible assets primarily consist of customer relationships, trade names and reseller relationships, all of which were obtained through acquisitions. If the Company were required to perform a quantitative assessment for impairment testing of goodwill and indefinite-lived intangible assets, the fair values would generally be estimated using an income approach. As the assumptions employed to measure these assets on a non-recurring basis are based on management's judgment using internal and external data, these fair value determinations are classified as Level 3 in the fair value hierarchy. The Company completed its annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2018, and concluded that there was no impairment. No recent events or changes in circumstances indicate that impairment existed at March 31, Other Fair Value Disclosures Long-term debt. Debt instruments are measured at amortized cost on the Company's unaudited consolidated balance sheet at March 31, The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. The pricing data obtained from outside sources is reviewed internally for reasonableness, compared against benchmark quotes from independent pricing sources, then confirmed or revised accordingly. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. The following table presents the carrying amount and estimated fair value of the Company s debt in order of maturity: Carrying Amount March 31, 2018 September 30, 2017 Estimated Fair Value Carrying Amount Estimated Fair Value (in millions) 1.20% Senior Notes due December 2017 $ $ $ 1,749 $ 1, % Senior Notes due December ,992 2,953 2,990 3, % Senior Notes due September % Senior Notes due December ,241 2,221 2,240 2, % Senior Notes due December ,969 3,923 3,967 4, % Senior Notes due September % Senior Notes due December ,486 1,597 1,485 1, % Senior Notes due December ,462 3,754 3,463 3, % Senior Notes due September Total $ 16,624 $ 16,848 $ 18,367 $ 19,171 Other financial instruments not measured at fair value. The following financial instruments are not measured at fair value on the Company's unaudited consolidated balance sheet at March 31, 2018, but disclosure of their fair values is required: time deposits recorded in prepaid expenses and other current assets, settlement receivable and payable, and customer collateral. The estimated fair value of such instruments at March 31, 2018 approximates their carrying value due to their generally short maturities. If measured at fair value in the financial statements, these financial instruments would be classified as Level 2 in the fair value hierarchy. Investments Available-for-sale investment securities. The Company had $156 million in gross unrealized gains and $18 million in gross unrealized losses at March 31, There were $120 million gross unrealized gains and $4 million gross unrealized losses at September 30, A majority of the Company's long-term available-for-sale investment securities have stated maturities between one to two years. 11

14 VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 4 Debt The Company had outstanding debt as follows: Principal Amount March 31, 2018 September 30, 2017 Unamortized Discounts and Debt Issuance Costs Carrying Amount Principal Amount (in millions, except percentages) Unamortized Discounts and Debt Issuance Costs Carrying Amount Effective Interest Rate 1.20% Senior Notes due December 2017 (the "2017 Notes") $ $ $ $ 1,750 $ (1) $ 1, % Total current maturities of long-term debt 1,750 (1) 1, % Senior Notes due December ,000 (8) 2,992 3,000 (10) 2, % 2.15% Senior Notes due September ,000 (6) 994 1,000 (7) % 2.80% Senior Notes due December ,250 (9) 2,241 2,250 (10) 2, % 3.15% Senior Notes due December ,000 (31) 3,969 4,000 (33) 3, % 2.75% Senior Notes due September (10) (10) % 4.15% Senior Notes due December ,500 (14) 1,486 1,500 (15) 1, % 4.30% Senior Notes due December ,500 (38) 3,462 3,500 (37) 3, % 3.65% Senior Notes due September (10) (10) % Total long-term debt 16,750 (126) 16,624 16,750 (132) 16,618 Total debt $ 16,750 $ (126) $ 16,624 $ 18,500 $ (133) $ 18,367 Senior Notes On October 11, 2017, the Company redeemed all of the $1.75 billion principal amount outstanding of the 2017 Notes. The redemption was funded with net proceeds from new fixed-rate senior notes issued by the Company in September As a result of this redemption, the Company recorded a $1 million loss on extinguishment of debt during the six months ended March 31, The Company recognized interest expense, as non-operating expense, for the senior notes of $137 million and $275 million for the three and six months ended March 31, 2018, respectively, as compared to $125 million and $250 million for the same periods in

15 VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 5 Settlement Guarantee Management The Company indemnifies its clients for settlement losses suffered due to failure of any other clients to fund its settlement obligations in accordance with the Visa rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement. The Company s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time. The Company requires certain clients that do not meet its credit standards to post collateral to offset potential losses from their estimated unsettled transactions. The Company s estimated maximum settlement exposure was $72.7 billion during the three months ended March 31, 2018, compared to $67.7 billion during the three months ended September 30, Of these amounts, $2.7 billion and $2.8 billion were covered by collateral at March 31, 2018 and September 30, 2017, respectively. The total available collateral balances presented in the table below were greater than the settlement exposure covered by customer collateral held due to instances in which the available collateral exceeded the total settlement exposure for certain financial institutions at each date presented. The Company maintained collateral as follows: March 31, 2018 September 30, 2017 (in millions) Cash equivalents (1) $ 1,684 $ 1,490 Pledged securities at market value Letters of credit 1,351 1,316 Guarantees Total $ 3,854 $ 3,914 (1) Cash collateral held by Visa Europe is not included on the Company's consolidated balance sheets as its clients retain beneficial ownership and the cash is only accessible to the Company in the event of default by the client on its settlement obligations. Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events. Note 6 Pension and Other Postretirement Benefits The Company sponsors various qualified and non-qualified defined benefit pension and other postretirement benefit plans that provide for retirement and medical benefits for all eligible employees residing in the United States. The Company also sponsors other pension benefit plans that provide benefits for internationally-based employees at certain non-u.s. locations. The components of net periodic benefit cost presented below include the U.S. pension plans and the non-u.s. pension plans, comprising only the Visa Europe plans. Disclosures relating to other U.S. postretirement benefit plans and other non-u.s. pension benefit plans are not included as they are immaterial, individually and in aggregate. Pension Benefits U.S. Plans Non-U.S. Plans Three Months Ended March 31, Three Months Ended March 31, (in millions) Service cost $ $ $ 1 $ 1 Interest cost Expected return on plan assets (18) (17) (5) (4) Amortization of actuarial loss 4 1 Settlement loss 11 Total net periodic benefit cost $ (10) $ 7 $ (1) $ 13

16 VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Pension Benefits U.S. Plans Non-U.S. Plans Six Months Ended March 31, Six Months Ended March 31, (in millions) Service cost $ $ $ 2 $ 3 Interest cost Expected return on plan assets (35) (35) (10) (8) Amortization of actuarial loss 8 1 Settlement loss 13 Total net periodic benefit cost $ (19) $ 4 $ (2) $ 1 Note 7 Stockholders' Equity As-Converted Class A Common Stock. The number of shares of each series and class and the number of shares of class A common stock on an as-converted basis at March 31, 2018, are as follows: (in millions, except conversion rates) Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) UK&I preferred stock Europe preferred stock Class A common stock (2) 1,790 1,790 Class B common stock (3) 405 Class C common stock Total 2,320 (1) Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers. (2) Class A common stock shares outstanding exclude repurchases traded but not yet settled on or before March 31, (3) The class B to class A common stock conversion rate is presented on a rounded basis. Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Reduction in as-converted shares. During the six months ended March 31, 2018, total as-converted class A common stock was reduced by 34 million shares at an average price of $ per share. Of the 34 million shares, 33 million were repurchased in the open market using $3.9 billion of operating cash on hand. Additionally, the Company recovered $50 million of VE territory covered losses in accordance with the Europe retrospective responsibility plan during the six months ended March 31, The recovery has the same economic effect on earnings per share as repurchasing the Company's class A common stock, because it reduces the UK&I and Europe preferred stock conversion rates and consequently the as-converted class A common stock share count. See Note 2 U.S. and Europe Retrospective Responsibility Plans. The following table presents share repurchases in the open market. (1) (in millions, except per share data) Three Months Ended March 31, 2018 Six Months Ended March 31, 2018 Shares repurchased in the open market (2) Average repurchase price per share (3) $ $ Total cost $ 2,072 $ 3,850 (1) Shares repurchased in the open market reflect repurchases settled during the three and six months ended March 31, These amounts include repurchases traded but not yet settled on or before September 30, 2017 for the six months, or December 31, 2017 for the three months, and exclude repurchases traded but not yet settled on or before March 31, (2) All shares repurchased in the open market have been retired and constitute authorized but unissued shares. (3) Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers. 14

17 VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In January 2018, the Company's board of directors authorized an additional $7.5 billion share repurchase program. As of March 31, 2018, the Company's April 2017 and January 2018 share repurchase programs had combined remaining authorized funds of $7.5 billion for share repurchase. All share repurchase programs authorized prior to April 2017 have been completed. Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the UK&I and Europe preferred stock. See Note 2 U.S. and Europe Retrospective Responsibility Plans. The following table presents as-converted UK&I and Europe preferred stock, after the Company recovered VE territory covered losses through conversion rate adjustments, for the six months ended March 31, The Company did not have any adjustment recorded for UK&I and Europe preferred stock during the three months ended March 31, Six Months Ended March 31, 2018 (in millions, except per share data) UK&I Preferred Stock Europe Preferred Stock Reduction in equivalent number of shares of class A common stock (1) Effective price per share (2) $ $ Recovery through conversion rate adjustment $ 31 $ 19 (1) The reduction in equivalent number of shares of class A common stock was less than one million shares for both series of preferred stock. (2) Effective price per share is calculated using the volume-weighted average price of the Company's class A common stock over a pricing period in accordance with the Company's current certificates of designations for its series B and C convertible participating preferred stock. Dividends. In April 2018, the Company s board of directors declared a quarterly cash dividend of $0.21 per share of class A common stock (determined in the case of class B and C common stock and UK&I and Europe preferred stock on an as-converted basis). The cash dividend will be paid on June 5, 2018, to all holders of record as of May 18, The Company declared and paid $490 million and $948 million in dividends to holders of the Company's common stock during the three and six months ended March 31, 2018, respectively. Note 8 Earnings Per Share Basic earnings per share is computed by dividing net income available to each class by the weighted-average number of shares of common stock outstanding and participating securities during the period. Net income is allocated to each class of common stock and participating securities based on its proportional ownership on an as-converted basis. The weighted-average number of shares of each class of common stock outstanding reflects changes in ownership over the periods presented. See Note 7 Stockholders' Equity. Diluted earnings per share is computed by dividing net income available by the weighted-average number of shares of common stock outstanding, participating securities and, if dilutive, potential class A common stock equivalent shares outstanding during the period. Dilutive class A common stock equivalents may consist of: (1) shares of class A common stock issuable upon the conversion of UK&I and Europe preferred stock and class B and C common stock based on the conversion rates in effect through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock method to the assumed exercise of employee stock options, the assumed purchase of stock under the Employee Stock Purchase Plan and the assumed vesting of unearned performance shares. 15

18 VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table presents earnings per share for the three months ended March 31, (1) Income Allocation (A) (2) Basic Earnings Per Share Diluted Earnings Per Share Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (in millions, except per share data) Income Allocation (A) (2) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) Class A common stock $ 2,007 1,798 $ 1.12 $ 2,605 2,337 (3) $ 1.11 Class B common stock $ 1.84 $ $ 1.84 Class C common stock $ 4.46 $ $ 4.46 Participating securities (4) 91 Not presented Not presented $ 91 Not presented Not presented Net income $ 2,605 The following table presents earnings per share for the six months ended March 31, (1) Income Allocation (A) (2) Basic Earnings Per Share Diluted Earnings Per Share Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (in millions, except per share data) Income Allocation (A) (2) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) Class A common stock $ 3,952 1,805 $ 2.19 $ 5,127 2,345 (3) $ 2.19 Class B common stock $ 3.61 $ $ 3.60 Class C common stock $ 8.76 $ $ 8.74 Participating securities (4) 179 Not presented Not presented $ 178 Not presented Not presented Net income $ 5,127 The following table presents earnings per share for the three months ended March 31, (1) Income Allocation (A) (2) Basic Earnings Per Share Diluted Earnings Per Share Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (in millions, except per share data) Income Allocation (A) (2) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) Class A common stock $ 332 1,854 $ 0.18 $ 430 2,406 (3) $ 0.18 Class B common stock $ 0.30 $ $ 0.29 Class C common stock $ 0.72 $ $ 0.72 Participating securities (4) 15 Not presented Not presented $ 15 Not presented Not presented Net income $ 430 The following table presents earnings per share for the six months ended March 31, (1) Income Allocation (A) (2) Basic Earnings Per Share Diluted Earnings Per Share Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (in millions, except per share data) Income Allocation (A) (2) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) Class A common stock $ 1,928 1,857 $ 1.04 $ 2,500 2,413 (3) $ 1.04 Class B common stock $ 1.71 $ $ 1.71 Class C common stock $ 4.15 $ $ 4.14 Participating securities (4) 87 Not presented Not presented $ 87 Not presented Not presented Net income $ 2,500 (1) Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers. (2) Net income is allocated based on proportional ownership on an as-converted basis. The weighted-average number of shares of as-converted class B common stock used in the income allocation was 405 million for the three and six months ended March 31, 2018 and The weighted- 16

19 VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) average number of shares of as-converted class C common stock used in the income allocation was 49 million and 50 million for the three and six months ended March 31, 2018, respectively, and 58 million and 63 million for the three and six months ended March 31, 2017, respectively. The weighted-average number of shares of preferred stock, included within participating securities, was 32 million of as-converted UK&I preferred stock for the three and six months ended March 31, 2018, 34 million of asconverted UK&I preferred stock for three and six months ended March 31, 2017 and 44 million of as-converted Europe preferred stock for the three and six months ended March 31, 2018 and (3) Weighted-average diluted shares outstanding are calculated on an as-converted basis, and include incremental common stock equivalents, as calculated under the treasury stock method. The computation includes approximately 4 million common stock equivalents for the three and six months ended March 31, 2018 and 5 million common stock equivalents for the three and six months ended March 31, 2017, because their effect would be dilutive. The computation excludes 2 million of common stock equivalents for the three and six months ended March 31, 2018 and 3 million for the three and six months ended March 31, 2017, because their effect would have been anti-dilutive. (4) Participating securities include preferred stock outstanding and unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, such as the Company's UK&I and Europe preferred stock, restricted stock awards, restricted stock units and earned performance-based shares. Participating securities' income is allocated based on the weighted-average number of shares of as-converted stock. Note 9 Share-based Compensation The Company granted the following equity awards to employees and non-employee directors under the 2007 Equity Incentive Compensation Plan during the six months ended March 31, 2018 : Granted Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price Non-qualified stock options 1,622,760 $ $ Restricted stock units ("RSUs") 2,714,648 $ Performance-based shares (1) 641,498 $ (1) Represents the maximum number of performance-based shares which could be earned. The Company s non-qualified stock options and RSUs are equity awards with service-only conditions and are accordingly expensed on a straight-line basis over the vesting period. The Company's performance-based shares are equity awards with service, market and performance conditions that are accounted for using the graded-vesting method. The Company recorded share-based compensation cost of $153 million for the six months ended March 31, 2018, net of estimated forfeitures, which are adjusted as appropriate. Note 10 Income Taxes The effective income tax rates were 19% and 21% for the three and six months ended March 31, 2018, respectively, and 84% and 56% for the three and six months ended March 31, 2017, respectively. The effective tax rates for the three and six months ended March 31, 2018 differ from the effective tax rates in the same prior-year periods primarily due to: the effects of the Tax Act, enacted during the quarter ended December 31, 2017, as discussed below; an $80 million benefit due to a non-recurring audit settlement during the quarter ended March 31, 2018; and the absence of the following items related to the Visa Europe reorganization recorded during the quarter ended March 31, 2017: a $1.5 billion non-recurring, non-cash income tax provision primarily related to the elimination of deferred tax balances originally recognized upon the acquisition of Visa Europe; and a $71 million one-time tax benefit related to the Visa Foundation's receipt of Visa Inc. shares, previously recorded by Visa Europe as treasury stock. The Tax Act, enacted on December 22, 2017, transitions the U.S. tax system to a new territorial system and lowers the statutory federal corporate income tax rate from 35% to 21%. The reduction of the statutory federal corporate tax rate to 21% became effective on January 1, In fiscal 2018, the Company s statutory federal corporate rate is a blended rate of 24.5%, which will be reduced to 21% in fiscal 2019 and thereafter. As a result of the reduction in the federal corporate tax rate, the Company remeasured its net deferred tax liabilities as of the enactment date of the Tax Act. The deferred tax remeasurement resulted in a one-time, non-cash tax benefit estimated to be approximately $1.1 billion, recorded in the three months ended December 31,

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